Transformers: Downcast
by Alec Weston
Summary: This is a prequel story I've had rattling around in my head for a while. It's also a What If? story, so bear with me please. I don't hate Mikaela, but I do think Sam could use some more character development to lead up to DOTM. Rated T for now.
1. Chapter 1

They were running, again.

It seemed to Sam that he and Mikaela had been running for years. They had dodged not only bullets, but plasma shots as well. Megatron had come looking for him again, neither Sam nor Optimus knew why. He just, showed up, a giant metal monster, with a strange cape like piece attached to him. Megatron tore through Sam's new apartment, just as he and Mikaela arrived there on her bike.

The couple turned tail and drove off as fast as they could, not noticing that Megatron wasn't his usual Cybertronian vehicle anymore. They tried contacting the Autobots through Sam's cell phone, but Soundwave was cutting off communications. Bumblebee, was not in the state, he was out on Autobot business.

Sam tried calling Major Lennox, but he was cut off just as Megatron transformed right in front of them. The metal monster lashed out, and kicked the bike he and Mikaela were on, making them fly in the air and skid hard on the ground. Mikaela groaned and got to her feet woozily, Sam the same, but they were suddenly coherent as Megatron roared and ran at them. Sam pulled Mikaela out of the way of the tyrant's path, and the two ran, as fast as they could.

At Autobot Headquarters in Diego Garcia, reports had just come in about Megatron. Optimus, hearing his long time foe was at large, transformed and drove into the cargo hold of the carrier plane. Ironhide, Sideswipe, and Ratchet, weren't far behind. Lennox, Epps, and a few others of the human part of the N.E.S.T. team went as well.

While the plane was taking off, Megatron was now searching for Sam and Mikaela.

"Come here boy! So I may RIP the flesh off of your bones", He growled.

Sam and Mikaela, ran through a desolate shopping mall, unfortunately, one of the cameras caught them. Megatron burst through the wall, and swung his arm towards the two. Mikaela was pushed down and the arm caught Sam full in the chest. He flew back into a customer service desk, which broke under the momentum and weight. The leader of all things evil slowly walked towards the groaning human, activating his fusion cannon.

The plane with Optimus and the others was only half way there. Bumblebee, on the ground, was driving as fast as he could, but not fast enough. Megatron aimed, and just as he was about to fire, Mikaela, pushed Sam out of the way, slightly following. The fusion cannon fired, missing both of them by a hair length, and instead blasted the floor and the service desk. One of the chunks of wood, flew, and hit Mikaela through the back, breaking bones and muscles. Sam screamed, tears in his eyes, he caught Mikaela, and held her close.

That's when Bumblebee broke through the wall, blasting at Megatron with all his might. Megatron laughed at this fool, and was about to fire back as Optimus, Ratchet, Ironhide and Sideswipe, came down through the ceiling. Megatron snarled, knocked Bumblebee away, shot at Ratchet, then transformed and left the building through the door he had made earlier.

"My revenge is done." He whispered to himself in vehicle mode.

"RATCHET!" Sam cried.

His hands had blood all over them, Mikaela's blood. He held her, crying, she put a hand on his face.

"Sam.." She said with shallow breath, "I want.. you to know… I love you…"

"I love you too... Don't die, please... You are all I have…" He said to her, tears streaming down his face.

Ratchet came over, did a quick scan, he moved to pick her up gently, but Sam didn't budge or let go.

"Sam.. I need to check her, and see if I can do anything to-"

"…ratchet…" the human said softly, sadly, and weakly, "she's…. she's gone.."

Ratchet scanned her again, and realized Sam was right. Bumblebee came running over to his best friend, and fell to his knees. Bumblebee felt guilty, and deeply sad for failing to protect Sam and Mikaela. Fluids akin to water started slowly streaming out of his optic chambers. Optimus didn't know what to say, Ironhide's mouth plates were wide open in surprise, and Sideswipe, just bowed his head.

"I'm sorry Mikaela… I'm sorry…" Sam cried, holding her lifeless form close to him.


	2. Chapter 2

A week or two later, Bumblebee drove Sam to the funeral. Bee had undergone a full black paintjob to be respectful to Earth's traditions. Sam sat in the driver's seat, looking gaunt and pale. He held white flowers in his hands. His fingers twiddled with the tissue paper. Bumblebee was worried for his friend; scared even.

As they arrived, Sam saw the Autobots in their vehicle modes. They all had undergone the black paint jobs. Sam stepped out and Bumblebee transformed. The others transformed as well and Bee went over to them. Lennox and Epps were standing there, waiting for Sam so they could show him to his seat. The priest went through the ceremonies, though Sam was only half listening.

Since the day Mikaela had died, his mind had tortured him with her death, replaying it over and over and over again. Once the priest finished he was called up. Flowers in hand, he walked up to the coffin. Bumblebee joined him, kneeling down behind his friend. Sam looked at the coffin, seeing Mikaela's body lying there so peacefully. His tears wouldn't stop streaming down his face; he took her hands and wrapped them around the flowers. Her hands felt cold and wax like and Sam stiffened at the feeling, and then he went back to his seat and sat down.

The funeral proceeded, and he took a small box from his pocket and laid it down with a white carnation on the coffin. He watched sadly as the coffin was lowered into the ground and buried, never to be seen again by the light of day.

About an hour or so later:

Sam was sitting on the ground next to Mikaela's grave; he hadn't joined the others at the dinner. He sat there, tears running silently down his face, burning his eyes. Bumblebee walked over to him and lightly touched Sam's shoulder with a finger. The distraught young man nearly jumped out of his skin.

"WAAAAAH!" He cried out, leaping to his feet in the process, "B-Bee?"

Bumblebee clicked and nodded his head.

"You scared the crap out of me…."

~I noticed…~, said his friend, using audio clips to speak still, ~Do you need something?~ ~Food? ~ ~Water?~

"Mikaela?" Sam whispered. But Bumblebee's audio receptors still picked it up and he went silent.

"Sorry Bee…", he sighed.

~Young fella… you are the most important person in my entire life.~ ~If there's anything you need I won't be far away~ Bumblebee said, repeating what he had said to the boy in Egypt.

Sam nodded; he knew that he could rely on Bumblebee anytime but he couldn't help being angry with him. He should have been there right from the start. If he had been there, Mikaela wouldn't be six feet under the soil. Though, he couldn't exactly blame Bumblebee for her death… He didn't know Megatron would suddenly pop up out of nowhere and attack them.

"Let's go Bee…"

Sam walked towards the Autobot, who converted into his alt mode, opening the driver's seat door. Sam got in and lay down on the seat, drifting off into an uncomfortable sleep.

* * *

_Diego Garcia, Autobot and N.E.S.T. Headquarters_

"Prime… We need to find Megatron and take him down. We can't just sit here and WAIT for him to attack! We did that once and now Mikaela is dead and Sam is depressed beyond belief." Lennox walks up to Optimus, "I understand that we don't know their objective yet, but we can't let that happen again."

"Major Lennox, I can assure you that we are not just 'waiting around' for the Decepticons to strike." The Autobot Leader says, his tone calm and gentle yet still firm.

"Yeah well, you aren't convincing me or the President of that… He's even sending us a new liaison!"

"Major, the Decepticons have been all BUT active until recently. It took us three years to find them in Russia, they have concealed themselves even more so this time"

Lennox sighed, pinching the bridge of his nose and closing his eyes tightly. "We need to find out where they are. We're looking at the aftermath of what that Decepticon in cryo did. We need to hit them hard, fast, and now."

"I couldn't agree more. But for now all we can do is wait. Ironhide and the Twins are out setting up energon detectors around the cities and across the world. Sideswipe is gathering the Wreckers, Dino and Que from the Xantium. Bumblebee is with Sam, and Arcee and Chromia are dealing… with a loss of a friend. We are stretched thin."

"We're going to be re-located too."

Optimus was quiet, processing the information that was just said. "I was not notified."

"Have you seen the rest of this place, Optimus? It was wrecked! Destroyed! And all because _YOU_ couldn't stop Megatron from freeing Shockwave!" Lennox exploded with anger.

"….. Megatron bested me, even with my new flight technology. It will not happen again and I will make sure of it. If you will excuse me, I must go tell the others of our relocation."

There was a blur of blue, red and silver and an assortment of clicking and whirring sounds as Optimus transformed. He backed out of the base hangar, and rolled out of the charred ruins and past the body of the fallen Autobot Jolt.

Lennox groaned and sat down, "Great… I'm trying to run a team with one of the greatest leaders that is not even from our world, and I just yelled at him… So much for inter-planetary social relations."

Lennox stood up and walked over to the other soldiers, giving them the order to move out. He took one last glance at the base, sighed, and got in a patrol vehicle with a pair of soldiers.


End file.
